Society of St. Vincent de Paul
Conflict of Interest Policy
1. Purpose. The Society of St. Vincent de Paul, including its trustees, officers and
employees, have a clear obligation and commitment to conduct all affairs of the
organization in accordance with the highest standards of integrity and ethics and in
compliance with applicable federal and state laws and with the standards set forth below
related to conflict of interest and commitment to the best interests of the organization.
All employees of the Society of St. Vincent de Paul must avoid conflicts of interest or
any appearance of conflicts between their own personal interests and the interests of the
organization. All employees are obligated to avoid any situation in which an actual or
potential conflict of interest could arise. Any situation or activity involving a potential
conflict of interest must be disclosed in advance in accordance with the policy and
procedures set forth below.
This policy is intended to supplement but not replace any applicable state and federal
laws governing conflict of interest applicable to our organization.
2. Definitions. For purposes of this policy, the following definitions apply:
a. Interested person. Any director, principal officer or member of a committee with
governing board-delegated powers who has a direct or indirect financial interest,
as defined below, is an interested person.
b. Financial interest. A person has a financial interest if the person has, directly or
indirectly, through business, investment or family:

An ownership or investment interest in any entity with which the Society of
St. Vincent de Paul has a transaction or arrangement.

A compensation arrangement with the Society of St. Vincent de Paul or with
any entity or individual with which the organization has a transaction or
arrangement.

A potential ownership or investment interest in, or compensation arrangement
with any entity or individual with which the organization is negotiating a
transaction or arrangement.
The term compensation includes direct and indirect remuneration as well as gifts or
favors that are not insubstantial. A financial interest is not necessarily a conflict of
interest (see section 4).
3. Duty to Disclose. In connection with any actual or possible conflict of interest, an
interested person must disclose the existence of the financial interest and be given the
opportunity to disclose all material facts to the directors and members of committees
with governing board-delegated powers considering the proposed transaction or
arrangement.
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4. Due Diligence Procedures. A person who has a financial interest may have a conflict
of interest only if the appropriate governing board or committee decides that a conflict of
interest exists. After disclosure of the financial interest and all material facts, and after
any discussion with the interested person, she shall leave the meeting of the governing
board or committee while the determination of a conflict of interest is discussed and
voted upon. The remaining board or committee members shall decide if a conflict of
interest exists.
An interested person may make a presentation at the governing board or committee
meeting, but after the presentation, she shall leave the meeting during the discussion of,
and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction
or arrangement.
After exercising due diligence, the governing board or committee shall determine
whether the organization can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to a conflict of
interest.
If a more advantageous transaction or arrangement is not reasonably possible under
circumstance not producing a conflict of interest, the governing board or committee shall
determine by a majority vote of the disinterested directors whether the transaction or
arrangement is in the organization’s best interest, for its own benefit, and whether it is
fair and reasonable. In conformity with the above determination, it shall make its
decision as to whether to enter into the transaction or arrangement.
5. Policy Violations. If the governing board or committee has reasonable cause to believe
a member has failed to disclose actual or possible conflicts of interest, it shall inform the
member of the basis for such belief and afford the member an opportunity to explain the
alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
member has failed to disclose an actual or possible conflict of interest, it shall take
appropriate disciplinary and corrective action.
6. Documentation. The minutes of the governing board and all committees with boarddelegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial
interest in connection with an actual or possible conflict of interest; the nature of the
financial interest; any action taken to determine whether a conflict of interest was
present; and the governing board’s or committee’s decision as to whether a conflict of
interest in fact existed.
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
The names of the persons who were present for discussions and votes relating to the
transaction or arrangement; the content of the discussion, including any alternatives to
the proposed transaction or arrangement; and a record of any votes taken in
connection with the proceedings.
7. Compensation Matters. A voting member of the governing board who receives
compensation, directly or indirectly, from the organization for services is precluded from
voting on matters pertaining to his compensation. Likewise, a voting member of any
committee whose jurisdiction includes compensation matters and who receives
compensation, directly or indirectly, from the organization for services is precluded from
voting on matters pertaining to her compensation.
8. Annual Statements. Each director, principal officer and member of a committee with
governing board-delegated powers shall annually sign a statement attesting to the fact
that she:

Has received a copy of the conflict-of-interest policy.

Has read and understands the policy.

Has agreed to comply with the policy.

Understands the organization is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of its
tax-exempt purposes.
9. Periodic Reviews. To ensure that the Society of St. Vincent de Paul operates in a
manner consistent with charitable purposes and does not engage in activities that could
jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic
reviews shall, at a minimum include:

Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm’s-length bargaining.

Whether partnerships, joint ventures, and arrangements with management
organizations conform to the organization’s written policies, are properly recorded,
reflect reasonable investment or payments for goods and services, further charitable
purposes, and do not result in inurement, impermissible private benefit or an excess
benefit transaction.
Any questions concerning this policy should be addressed to the office of the National
Executive Director.
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Society of St. Vincent de Paul
______________________
Conflict of Interest Policy
Policy
It is the policy of the Society of St. Vincent de Paul that officers and staff of the
________Council will disclose any activities that could result in a possible conflict of
interest.
Procedure
1. _______________ Officers and staff of the _______________ Council will be given a
copy of the Conflict of Interest Policy and Procedures upon election/appointment/or
initiation of employment.
2. The Executive Director will ensure that all _______________ Officers and staff of the
_______________ Council complete the Conflict of Interest Questionnaire (Exhibit A)
during the first month of their appointment/employment.
3. Any individual having a conflict of interest or possible conflict of interest as discovered
through the Conflict of Interest Questionnaire or subsequently, should not vote or use
personal influence on the matter. Minutes of meetings should reflect that a disclosure
was made and note the abstention from voting.
4. Any conflict of interest or possible conflict of interest on the part of an individual should
be disclosed to the Council leadership when it becomes a matter of possible
_______________ Council action.
5. The forgoing requirement should not be construed as to prevent an individual from
briefly stating his/her position in the matter since his/her knowledge may be of assistance
to the Council.
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Exhibit A.
Society of St. Vincent de Paul
______________________
Conflict of Interest Questionnaire
Pursuant to the purposes and intent of the Society of St. Vincent de Paul, Council of
____________ which requires disclosure of certain interests, a copy of which Policy
has been furnished to me, I hereby state that I, or members of my immediate family
have the following affiliations of interest and have taken part in the following
transactions that, when considered in conjunction with my position with or relation to
the Council of the _______________, might possibly constitute a conflict of interest.
(Check NONE where applicable.)
1.
Outside Interests. Identify the interests of yourself or your immediate family:
a) Holding, directly or indirectly, a position or a material financial interest in any
outside concern which the individual has reason to believe this Council secures
goods or services.
( ) NONE
b) Competing, directly or indirectly with the Council or the member Councils,
Conferences, or Special Works of the Society in the purchase or sale of property
or property rights, interest, or services.
( ) NONE
2.
Outside Activities. Identify outside activities of yourself or your immediate
family that render directive, managerial, or consultative services to any outside
concern that does business with, or competes with services of the
_______________ Council.
( ) NONE
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3.
Consultant Services. Identify any relationship (financial or otherwise) with any
company or organization which furnishes consulting or professional services for
the _______________ Council.
( ) NONE
4.
Inside information. By signature below, I certify that neither I nor any member
of my immediate family have disclosed or used information relating to the
Council’s business for the personal profit or advantage of myself or any member
of my immediate family.
5.
Gifts and Gratuities. I certify that neither I nor any members of my immediate
family have accepted gift, gratuities, or entertainment that might influence my
judgment or actions concerning business of the _______________ Council.
(This does not include the acceptance of items of nominal or minor value that are
clearly tokens of respect or friendship and not related to any particular
transaction.)
( ) NONE
I agree to report to the _______________ President any change in the
responses to each of the foregoing questions which may result from changes in
circumstances.
DATE
NAME
POSITION
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